Haixia Lu - Director | Professional Diversity Network (IPDN) Executive Profile & Compensation

About Haixia Lu

Haixia Lu is an independent director of Professional Diversity Network, Inc. (IPDN), appointed by the Board on July 19, 2025, with her director agreement dated July 22, 2025; the Board affirmed her independence under Nasdaq listing standards . She is 32 and currently serves as Project Management Specialist and Head of the Health Education Unit at Novartis Pharmaceuticals (since January 2020) with prior roles in public health administration at Wuhan First Hospital and Wuhan University People’s Hospital . She holds a Bachelor’s Degree in Public Health Administration and a dual degree in Accounting from Wuhan University of Science and Technology . As a director, she signed the Company’s S‑1 as a director on September 25, 2025, confirming board status .

Past Roles

Organization	Role	Tenure	Committees/Impact
Wuhan First Hospital	Public Health Administration Specialist	Not disclosed (prior to 2020)	Public health administration responsibilities
Wuhan University People’s Hospital	Public Health Administration Specialist	Not disclosed (prior to 2020)	Public health administration responsibilities

External Roles

Organization	Role	Tenure	Nature/Notes
Novartis Pharmaceuticals	Project Management Specialist; Head, Health Education Unit	Jan 2020–present	Leads cross-functional teams; health education content; project timelines/budgets

Board Governance

Appointment: Board increased size to seven directors on July 19, 2025 and appointed Lu to fill a vacancy; independence affirmed under Nasdaq standards .
Committee assignments: Appointed member of the Compensation Committee effective November 5, 2025 (Board refreshed committee chairs/members) .
Engagement expectations: Director agreement requires attendance at all Board meetings (in-person/virtual), independent sessions, and fulfilling SEC/Nasdaq documentation obligations .
Related-party/independence checks: No arrangements or family relationships; no transactions requiring Item 404(a) disclosure since the beginning of the last fiscal year .

Committee	Role	Effective Date	Notes
Compensation Committee	Member	Nov 5, 2025	Committee refresh; Tai Song named Chair; Lu added as member

Fixed Compensation

Component	Amount	Schedule/Terms
Annual cash retainer	$5,000	Payable in monthly installments of $416.67; fully earned at start of service year
Committee retainer – Compensation Committee (member)	$500	Annual retainer for committee membership (chair $1,000)
Cash reimbursement	Reasonable expenses	Reimbursement for documented expenses (e.g., travel)
D&O Insurance	Included	Covered under the Company’s D&O policy during service term

Performance Compensation

Equity Award	Grant/Value	Vesting Schedule	Performance Metrics Tied	Source
Restricted Stock Units (RSUs)	Annual equity award valued at $25,000	Vests after one year on an annual basis	None disclosed for director RSUs

No stock option awards or performance-conditioned director equity awards are disclosed for Lu; director equity consists of time-based RSUs under the Company’s non-employee director program .

Other Directorships & Interlocks

Organization	Role	Overlap/Interlock	Notes
None disclosed	—	—	No other public company directorships disclosed for Lu; no interlocks identified

Expertise & Qualifications

Public health program leadership and project management at Novartis; experience developing patient-focused health programs and managing cross-functional teams .
Dual academic foundation in Public Health Administration and Accounting, relevant to oversight of health initiatives and financial considerations .
Independent director status with no related-party transactions, supporting unbiased oversight .

Equity Ownership

Holder	Shares Beneficially Owned	% of Outstanding Shares	Notes
Haixia Lu (Director)	“-” (none listed)	Less than 1%	As of September 21, 2025 in DEF 14C; director RSUs vest after one year and are not listed as beneficial holdings until vesting per program disclosures

Pledging/hedging: No pledging disclosed; no hedging/pledging programs noted for directors in provided materials .

Employment & Contracts (Director Agreement)

Agreement date: July 22, 2025; annual re-election cycle; independent contractor relationship, not an employee .
Confidentiality: Strict non-disclosure obligations with defined exclusions; return of company materials at termination .
Arbitration: Disputes resolved via JAMS; seat Chicago, IL; English; single arbitrator .
Indemnification: Separate indemnification agreement provides broad advancement and indemnification; special counsel protocol on change in control; coverage under D&O insurance .
Termination/Resignation: Board or Lu may terminate; compensation due through effective termination; expense reimbursement for approved costs .

Governance Assessment

Independence and conflicts: Independence affirmed; no Item 404 transactions; no family relationships or selection arrangements—supports investor confidence in board objectivity .
Committee contribution: Compensation Committee membership places Lu in a pay oversight role; ensure continued alignment with Company’s stated philosophy and small-company risk controls .
Compensation structure alignment: Modest cash retainer complemented by time-based RSUs aligning pay with shareholder value; committee member fees are low and non-distortive .
Attendance/engagement: Agreement requires attendance at all meetings and independent sessions; formal attendance rates for Lu not yet disclosed due to mid-2025 appointment .
RED FLAGS: None observed—no related-party transactions, no tax gross-ups, no option repricing, and indemnification practices appear standard for public companies .

Monitoring items: Confirm RSU vesting and any future committee changes; track any Form 4 transactions and beneficial ownership updates in future filings; review Compensation Committee decisions for rigor and independence, especially as Company capital structure evolves .